1. We have audited the accompanying
standalone financial statements of Mac
Charles (India) Limited (‘the Company’),
which comprise the Standalone Balance
Sheet as at 31 March 2025, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone
Statement of Cash Flow and the Standalone
Statement of Changes in Equity for the year
then ended, and notes to the standalone
financial statements, including material
accounting policy information and other
explanatory information.
2. In our opinion and to the best of our
information and according to the
explanations given to us, the aforesaid
standalone financial statements give the
information required by the Companies Act,
2013 (‘the Act’) in the manner so required
and give a true and fair view in conformity
with the Indian Accounting Standards (‘Ind
AS’) specified under section 133 of the Act
read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the
state of affairs of the Company as at 31 March
2025, and its loss (including other
comprehensive income), its cash flows and
the changes in equity for the year ended on
that date.
Basis for Opinion
3. We conducted our audit in accordance with
the Standards on Auditing specified under
section 143(10) of the Act. Our
responsibilities under those standards are
further described in the Auditor’s
Responsibilities for the Audit of the
Standalone Financial Statements section of
our report. We are independent of the
Company in accordance with the Code of
Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI’) together with
the ethical requirements that are relevant to
our audit of the standalone financial
statements under the provisions of the Act
and the rules thereunder, and we have
fulfilled our other ethical responsibilities in
accordance with these requirements and the
Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in
our professional judgment, were of most
significance in our audit of the standalone
financial statements of the current period.
These matters were addressed in the context
of our audit of the standalone financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.
5. We have determined the matters described
below to be the key audit matters to be
communicated in our report.
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Key audit matters
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How our audit
addressed the key
audit matters
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Impairment
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Our audit
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assessment of
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procedures
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investments in and
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included, but were
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loans given to
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not limited to the
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subsidiaries
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following:
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Refer note 3.3 for
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• Obtained an
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Company’s material
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understanding of
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accounting policy
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the
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information relating
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management’s
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to impairment of
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process for
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assets and note 7 and
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identification of
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8 for details of
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possible
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investments and
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impairment
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loans and related
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indicators for
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disclosures.
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investments,
significant
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As at 31 March
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increase in credit
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2025, the carrying
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risk for loans
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values of
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and
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Company’s
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management’s
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investment in
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process for
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Key audit matters
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How our audit
addressed the key
audit matters
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subsidiaries amounts
to ? 4,046.14
million, and loans
given to subsidiaries
amounts to ?
3,248.31 million,
which together
constitutes 49% of
the total assets of
the Company.
At each period end,
the management
evaluates whether
any impairment
indicators exist in
the carrying value of
investments, in
accordance with the
requirements of Ind
AS 36, Impairment
of Assets (‘Ind AS
36’), and whether
there has been
significant increase
in credit risk in loans
receivables in
accordance with the
requirements of Ind
AS 109, Financial
Instruments (‘Ind
AS 109’).
Investments and
loans where
impairment
indicators are
identified or
significant increase
in credit risk is
noted, the
management
performs a detailed
assessment to
determine the
recoverability of
such balances.
This recoverability
assessment is
inherently
subjective, due to
reliance on
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impairment
testing and
evaluated the
design and tested
the operating
effectiveness of
key internal
financial
controls relating
to such process;
• Evaluated the
accounting
policies with
respect to
impairment/credi
t risk assessment
and assessed its
compliance with
the requirements
of Ind AS 36 and
Ind AS 109;
• Compared the
carrying value of
investments to
the net assets of
the underlying
entity, to
identify whether
the net assets,
being an
approximation
of the minimum
recoverable
amount of such
investee
companies, were
in excess of their
carrying amount;
• Wherever the net
assets of such
investee
companies were
lower than total
carrying value of
investments:
Ý Obtained the
impairment
assessment
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Key audit matters
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How our audit
addressed the key
audit matters
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valuations of land
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working from
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parcels/properties
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the
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held, cash flow
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management
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projections of these
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and tested the
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investee companies,
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arithmetical
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expectations about
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accuracy of
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future market or
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valuation
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economic conditions
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model;
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and other challenges.
The above
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Ý Involved
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impairment test has
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independent
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not resulted in
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auditor’s
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recognition of any
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valuation
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impairment or credit
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expert to
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loss during the
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assess the
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current year.
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appropriatene
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Considering the
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ss of the
valuation
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significance of
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methodology
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aforesaid balances to
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and
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the overall financial
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reasonablenes
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statements and
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s of key
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significant
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assumptions
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management
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used by
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judgments and
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management’
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assumptions
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s valuation
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involved in
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experts for
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impairment/credit
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valuation of
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risk assessment, this
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land
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matter has been
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parcels/proper
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identified as a key
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ties in these
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audit matter for the
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entities;
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current year audit.
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Ý Assessed the
competence,
capabilities
and
objectivity of
management
and auditor’s
valuation
expert;
Ý Evaluated and
challenged
management’
s assumptions
used in the
impairment
assessment,
particularly
those related
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Key audit matters
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How our audit
addressed the key
audit matters
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to guidance
value for
stamp duty
and prevalent
market rate,
past results
and external
factors,
considering
the evidence
available to
support these
and our
understanding
of the
business; and
Ý Performed
independent
sensitivity
analysis for
reasonably
possible
changes in the
key
assumptions
used to
assesses the
estimation
uncertainties
involved and
evaluate the
sufficiency of
available
headroom
between
recoverable
amount and
carrying
amount; and
• Assessed the
appropriateness
and adequacy of
related
disclosures made
in the standalone
financial
statements in
accordance with
applicable
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Key audit matters
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How our audit
addressed the key
audit matters
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accounting
standards.
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Accounting
treatment of
borrowings and
compliance with
covenants
Refer note 3.5 and
3.11 for Company’s
material accounting
policy information
relating to
borrowings and note
21 for details of
borrowings and
related disclosures.
As at 31 March
2025, borrowings
comprise of Rupee
Term Loans (RTLs)
amounting to ?
9,717.60 million and
non convertible
debentures (NCDs)
amounting to ?
734.17 million.
During the year, the
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Our audit
procedures
included, but were
not limited to the
following:
• Evaluated the
appropriateness
of accounting
policy for
borrowings in
terms of
principles
enunciated under
Ind AS, including
Ind AS 109 and
Ind AS 23;
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• Evaluated the
design and tested
the operating
effectiveness of
key internal
financial controls
in respect of
accounting of
borrowing costs
and compliance
with covenants;
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Company has
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obtained RTLs for
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repaying existing
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• Obtained and
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NCDs, capital
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read the
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expenditure, lending
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underlying
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to a subsidiary and
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borrowing and
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other related
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guarantee
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expenses.
Significant
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agreements to
understand the
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transaction costs
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relevant terms
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were incurred and
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and conditions
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financial guarantees
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such as tenure,
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were provided by
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covenants,
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related parties for
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interest rate,
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raising such funds.
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guarantee, etc., to
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Such transaction
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ensure
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costs and guarantees
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appropriateness
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were accounted
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of the accounting
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basis guidance given
under Ind AS 109,
Financial
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treatment;
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Key audit matters
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How our audit
addressed the key
audit matters
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assumptions
involved in
estimation of fair
value of assets used
for debt covenant
compliance testing,
this matter require
significant audit
efforts to determine
appropriateness of
accounting
treatment and related
disclosure.
Accordingly, this
matter has been
identified as a key
audit matter in the
current year audit.
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for fair valuation
of mortgaged
assets, for
aforesaid debt
covenant testing;
• Assessed the
competence,
capabilities and
objectivity of
management and
auditor’s
valuation expert;
• Obtained the
financial
information of
the Guarantor
from
management to
ensure that
specific debt
covenant in this
respect is
complied with;
and
• Assessed the
maturity profile
of the borrowings
to evaluate the
classification and
evaluated the
appropriateness
and adequacy of
related disclosure
made in the
standalone
financial
statements in
accordance with
applicable
accounting
standards.
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Key audit matters
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How our audit
addressed the key
audit matters
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instruments (‘Ind AS
109’).
The interest cost
incurred on
RTLs/NCDs, to the
extent directly
attributable to the
acquisition/construct
ion for real estate
projects undertaken
by the Company, has
been capitalised in
accordance with the
principles of Ind AS
23, Borrowing Costs
(‘Ind AS 23’).
Also, as per the
terms of the loan
agreements and
debenture deeds, the
Company is required
to comply with
certain debt
covenants, including
debt coverage, ‘loan
to value’ ratios and
minimum threshold
for Guarantor’s net
worth, that require
management to
perform a fair
valuation of assets
mortgaged as
security at end of
each reporting
period and requires
reporting of the
financial
information of the
Guarantor.
Considering the
significance of
borrowings,
transaction costs
incurred, guarantees
received and
significant
management
judgments and
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• Reviewed the
amortisation
schedules of
borrowings and
performed re¬
computation
based on the
effective interest
method as per
Ind AS 109;
• Assessed that the
borrowing cost
capitalised during
the year is in
accordance with
the principles of
Ind AS 23;
• Verified
compliance of
debt covenants as
specified in loan
agreements and
debenture deeds
and accuracy of
quarterly returns
or statements
filed by the
Company with
lenders by
comparing with
underlying books
of accounts;
• Involved
independent
auditor’s
valuation expert
to assist in
evaluating the
appropriateness
of key
assumptions such
as future lease
rentals,
capitalization rate
and discount rate
used by
management’s
valuation experts
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Information other than the Standalone
Financial Statements and Auditor’s
Report thereon
6. The Company’s Board of Directors are
responsible for the other information. The
other information comprises the information
included in the Annual Report, but does not
include the standalone financial statements
and our auditor’s report thereon. The Annual
Report is expected to be made available to us
after the date of this auditor's report.
Our opinion on the standalone financial
statements does not cover the other
information and we will not express any form
of assurance conclusion thereon.
In connection with our audit of the standalone
financial statements, our responsibility is to
read the other information identified above
when it becomes available and, in doing so,
consider whether the other information is
materially inconsistent with the standalone
financial statements or our knowledge
obtained in the audit or otherwise appears to
be materially misstated.
When we read the Annual Report, if we
conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance.
Responsibilities of Management and Those
Charged with Governance for the
Standalone Financial Statements
7. The accompanying standalone financial
statements have been approved by the
Company’s Board of Directors. The
Company’s Board of Directors are
responsible for the matters stated in section
134(5) of the Act with respect to the
preparation and presentation of these
standalone financial statements that give a
true and fair view of the financial position,
financial performance including other
comprehensive income, changes in equity
and cash flows of the Company in accordance
with the Ind AS specified under section 133
of the Act and other accounting principles
generally accepted in India. This
responsibility also includes maintenance of
adequate accounting records in accordance
with the provisions of the Act for
safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application
of appropriate accounting policies; making
judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial
controls, that were operating effectively for
ensuring the accuracy and completeness of
the accounting records, relevant to the
preparation and presentation of the
standalone financial statements that give a
true and fair view and are free from material
misstatement, whether due to fraud or error.
8. In preparing the standalone financial
statements, the Board of Directors is
responsible for assessing the Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related to
going concern and using the going concern
basis of accounting unless the Board of
Directors either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.
9. The Board of Directors is also responsible for
overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements
10. Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is
a high level of assurance, but is not a
guarantee that an audit conducted in
accordance with Standards on Auditing will
always detect a material misstatement when it
exists. Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis ofthese standalone financial statements.
11. As part of an audit in accordance with
Standards on Auditing, specified under
section 143(10) of the Act we exercise
professional judgment and maintain
professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or
error, design and perform audit
procedures responsive to those risks,
and obtain audit evidence that is
sufficient and appropriate to provide a
basis for our opinion. The risk of not
detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal control;
• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances Under
section 143(3)(i) of the Act we are also
responsible for expressing our opinion
on whether the Company has adequate
internal financial controls with
reference to financial statements in
place and the operating effectiveness of
such controls;
• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by
management;
• Conclude on the appropriateness of
Board of Directors’ use of the going
concern basis of accounting and, based
on the audit evidence obtained, whether
a material uncertainty exists related to
events or conditions that may cast
significant doubt on the Company’s
ability to continue as a going concern.
If we conclude that a material
uncertainty exists, we are required to
draw attention in our auditor’s report to
the related disclosures in the standalone
financial statements or, if such
disclosures are inadequate, to modify
our opinion. Our conclusions are based
on the audit evidence obtained up to the
date of our auditor’s report. However,
future events or conditions may cause
the Company to cease to continue as a
going concern; and
• Evaluate the overall presentation,
structure and content of the standalone
financial statements, including the
disclosures, and whether the standalone
financial statements represent the
underlying transactions and events in a
manner that achieves fair presentation.
12. We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit and
significant audit findings, including any
significant deficiencies in internal control
that we identify during our audit.
13. We also provide those charged with
governance with a statement that we have
complied with relevant ethical requirements
regarding independence, and to communicate
with them all relationships and other matters
that may reasonably be thought to bear on our
independence, and where applicable, related
safeguards.
14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements of
the current period and are therefore the key
audit matters. We describe these matters in
our auditor’s report unless law or regulation
precludes public disclosure about the matter
or when, in extremely rare circumstances, we
determine that a matter should not be
communicated in our report because the
adverse consequences of doing so would
reasonably be expected to outweigh the
public interest benefits of such
communication.
Report on Other Legal and Regulatory
Requirements
15. As required by section 197(16) of the Act,
based on our audit, we report that the
Company has paid remuneration to its
directors during the year in accordance with
the provisions of and limits laid down under
section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor’s
Report) Order, 2020 (‘the Order’) issued by
the Central Government of India in terms of
section 143(11) of the Act we give in the
Annexure I, a statement on the matters
specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
17. Further to our comments in Annexure I, as
required by section 143(3) of the Act, based
on our audit, we report, to the extent
applicable, that:
i) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief
were necessary for the purpose of our
audit of the accompanying standalone
financial statements;
ii) Except for the matter stated in paragraph
17(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in
our opinion, proper books of account as
required by law have been kept by the
Company so far as it appears from our
examination of those books;
iii) The standalone financial statements
dealt with by this report are in agreement
with the books of account;
iv) In our opinion, the aforesaid standalone
financial statements comply with Ind AS
specified under section 133 of the Act;
v) On the basis of the written
representations received from the
directors and taken on record by the
Board of Directors, none of the directors
is disqualified as on 31 March 2025 from
being appointed as a director in terms of
section 164(2) of the Act;
vi) The qualification relating to the
maintenance of accounts and other
matters connected therewith are as stated
in paragraph 17(b) above on reporting
under section 143(3)(b) of the Act and
paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as
amended);
vii) With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
as on 31 March 2025 and the operating
effectiveness of such controls, refer to
our separate report in Annexure II
wherein we have expressed an
unmodified opinion; and
viii) With respect to the other matters to be
included in the Auditor’s Report in
accordance with rule 11 of the
Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to
the best of our information and
according to the explanations given to
us:
i. The Company, as detailed in note 36
to the standalone financial
statements, has disclosed the impact
of pending litigations on its
financial position as at 31 March
2025;
ii. The Company did not have any
long-term contracts including
derivative contracts for which there
were any material foreseeable losses
as at 31 March 2025;
iii. There has been no delay in
transferring amounts, required to be
transferred, to the Investor
Education and Protection Fund by
the Company during the year ended
31 March 2025;
iv. a. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 44 to the
standalone financial statements, no
funds have been advanced or loaned
or invested (either from borrowed
funds or securities premium or any
other sources or kind of funds) by
the Company to or in any person(s)
or entity(ies), including foreign
entities (‘the intermediaries’), with
the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (‘the
Ultimate Beneficiaries’) or provide
any guarantee, security or the like
on behalf the Ultimate
Beneficiaries;
b. The management has represented
that, to the best of its knowledge and
belief, other than as disclosed in
note 44 to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (‘the Funding
Parties’), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and
c. Based on such audit procedures
performed as considered reasonable
and appropriate in the
circumstances, nothing has come to
our notice that has caused us to
believe that the management
representations under sub-clauses
(a) and (b) above contain any
material misstatement.
v. The Company has not declared or
paid any dividend during the year
ended 31 March 2025; and
vi. As stated in Note 45 to the standalone
financial statements and based on our
examination which included test
checks, the Company, in respect of
financial year commencing on or
after 1 April 2024, has used an
accounting software for maintaining
its books of account which has a
feature of recording audit trail (edit
log) facility and the same has been
operated throughout the year for all
relevant transactions recorded in the
software except that the audit trail
feature was not enabled for changes
made using privileged access rights
for direct data changes at the database
level. Further, during the course of
our audit we did not come across any
instance of audit trail feature being
tampered with other than the
consequential impact ofthe exception
given above. Furthermore, the audit
trail feature has been preserved by the
Company as per the statutory
requirements for record retention in
the accounting software except that
the audit trail feature at the database
level for the Company has not been
preserved in the accounting software
for the period 1 April 2023 to 9
January 2024.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Sd/-
Madhu Sudan Malpani
Partner
Membership No.: 517440
UDIN: 25517440BMLKDW6577
Place: Bengaluru
Date: 16 May 2025
Annexure I referred to in paragraph 16 of
the Independent Auditor’s Report of even
date to the members of Mac Charles
(India) Limited on the standalone financial
statements for the year ended 31 March
2025
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